U.S. Securities and Exchange Commission
                        	Washington, D.C.  20549
 
                               	FORM 10-QSB

(Mark One)
[X]	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

       For the quarterly period ended         June 30, 1997        


[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

       For the transition period from                   to                  

       Commission file number               0-2054                             

                                TSI, INC.                                
   (Exact name of small business issuer as specified in its charter)


           Montana                               81-0267738        
(State or other jurisdiction of       (IRS Employer Identification No.)
incorporation or organization)   


            128 Second Street South, Great Falls, Montana   59405  
	                (Address of principal executive offices)


                            (406) 727-2600                              
	                     (Issuer's telephone number)


                           Not Applicable                                      
(Former name, former address and former fiscal year, if changed since last 
report)


Check whether the issuer (1) filed all reports required to be filed by 
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for 
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.	
Yes   X     No      

               	APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
	                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes         No      

                     	APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of 
common equity, as of the latest practicable date:

        Class                                Outstanding at June 30, 1997
$.05 Par Value Common Stock                         9,423,142 Shares


Transitional Small Business Disclosure Format (Check One): Yes    ; No  X 

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                              	TSI, INC.
    
                               	INDEX


                            	JUNE 30, 1997
                                                             Page Number
PART I

  Condensed Consolidated Financial Statements:

Balance Sheet
  June 30, 1997                                                    2     

Statements of Income -
  Six Months and Three Months Ended June 30, 1997 and 1996         3     

Statements of Cash Flows -
  Six Months Ended June 30, 1997 and 1996                          4     

Notes to Consolidated Financial Statements		                       5     

  Management's Discussion and Analysis of the
    Statements of Income		                                         6     


PART II

  Other Information		                                              7     

  Signatures		                                                     8     


                                    1
<PAGE>

	
                                TSI, INC.

                       CONSOLIDATED	BALANCE SHEET

                          	AS OF JUNE 30, 1997

   ASSETS

Current Assets
   Cash                                                      $  13,254,367     
   Marketable & Government Securities, 
      at Fair Value                                              2,264,724      
   Receivables - Net                                                57,572      
           
            Total Current Assets                                15,576,663     

Other Assets                                          	
   Noncurrent Investments, at Fair Value                         6,949,702  
   Other Assets                                                      2,238 
Property, Plant and Equipment, Net	                                970,206  
                                                                    
                        TOTAL ASSETS	                         $ 23,498,809     
   	

   LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts Payable and Accrued Liabilities                    $    164,457      
  Income Taxes Payable                                           1,241,130  
  Deferred Income Taxes	                                           197,300
  Due to Parent Company                                            622,980      

Total Current Liabilities                                        2,225,867     
                          

Provison For Estimated Title and Escrow Losses	                  1,034,548
Minority Interests	                                                337,305
Excess of Fair Value of Net Assets Acquired Over Cost	              60,965
Deferred Income Taxes	                                           1,312,700   

Stockholders' Equity	

  Common Stock - $.05 Par Value;(30,000,000
   shares authorized;  9,423,142 shares issued)                    471,157
  Additional Paid-In Capital	                                    8,082,957 
  Retained Earnings	                                             7,798,406
  Unrealized Gains on Investments	                               2,174,904 

             Total Stockholders' Equity	                        18,527,424

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	                   $ 23,498,809     


                	See Notes to Consolidated Financial Statements

                                       2

<PAGE>

                                  	TSI, INC.

                           	STATEMENTS OF INCOME

                          For The Three Months        For The Six Months
                                 Ended                      Ended        
                                June 30,                   June 30,       
                            1997        1996           1997         1996   
Operating Revenues       $ 816,154    $ 746,099    $ 7,251,636   $1,550,455 

Operating Expenses
   Salaries and Payroll
     Costs                 190,371      197,068        381,204      380,725 
   Depreciation             30,559       19,731         56,191       39,355 
   Other Expenses          225,150      230,513        918,590      393,700 

   Total Expenses          446,080      447,312      1,355,985      813,780 

                           370,074      298,787      5,895,651      736,675 


Amortization of
 Deferred Credit             2,055        2,055          4,110        4,110 

Minority Portion of
 (Income)                  (10,338)      (6,061)       (22,549)     (12,611)

Income Tax Expense         180,000     (100,000)    (2,050,000)    (255,000)

    Net Income          $  541,791    $ 194,781    $ 3,827,212   $  473,174 

Earnings Per Share
(Earnings Per Weighted
 Average Shares
 Outstanding: 9,423,142
 shares in 1997 and
 1996)                  $      .06    $     .02    $     .41     $      .05 

Dividends Per Share     $       --    $      --    $      --     $       -- 


                 See Notes to Consolidated Financial Statements 

                                        3                                   

<PAGE>

                                 	TSI, INC.

                    CONSOLIDATED	STATEMENTS OF CASH FLOWS




                                                   For The Six Months Ended 
                                                          June 30,         

                                                      1997          1996    
     CASH FLOWS FROM OPERATING ACTIVITIES

Net Cash Provided (Used) By Operating
 Activities                                     $ (197,506)      $   484,472 

     CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds From Sales and Redemptions
  of Property, Plant and Equipment                   6,994             1,289 
Capital Expenditures Paid in Cash                  (23,650)             -
Cash Received on Principal of
   Notes Receivable                                    -               1,080 
Cash Purchases of Minority Interests                  (150)             -
Cash Used for Purchases of Marketable &
   Government Securities Available For Sale       (515,694)          (71,887)
Cash Received Upon Dispositions of Marketable
   Securities Available For Sale                 5,383,074           206,100 

Net Cash Provided By Investing
   Activities                                    4,850,574           136,582 

     CASH FLOWS FROM FINANCING ACTIVITIES

Cash Provided From Parent Company                   75,600            59,311

Net Cash Provided By Financing
 Activities                                         75,600            59,311

NET INCREASE IN CASH                             4,728,668           680,365 

CASH - BEGINNING OF PERIOD                       8,525,699         7,090,429 

CASH - END OF PERIOD                           $13,254,367       $ 7,770,794 


               	See Notes to Consolidated Financial Statements
 
                                      4

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                                 TSI, INC.

                  	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                              	June 30, 1997



In the opinion of management, all adjustments necessary (consisting of only 
normal recurring accruals) have been made to the unaudited financial 
statements to present fairly the financial position as of June 30, 1997 and 
the results of the Company's operations for the six months and three months 
ended June 30, 1997 and 1996 and cash flows for the six months ended June 30,
1997 and 1996.  

The results of operations for the six months and three months ended June 30, 
1997 and 1996 are not indicative of the results to be expected for the full 
year.

The consolidated financial statements include the accounts of the company, 
its wholly owned subsidiaries and its majority owned subsidiaries. All 
significant intercompany transactions and balances have been eliminated in 
consolidation.

M Corp owns approximately 91% of the Company's issued and outstanding common 
stock.

The Company adopted the provisions of Statement of Financial Accounting 
Standards No. 115, Accounting for Certain Investments in Debt and Equity 
Securities (SFAS No. 115) effective January 1, 1994.  The Company has 
classified its investments, both current and noncurrent, in debt and equity 
securities as Available-For-Sale, in accordance with the various 
classifications of securities contained in SFAS No. 115.

In accordance with SFAS No. 115, the Company's portfolios, current and 
noncurrent, of Available-For-Sale investments are carried at fair value in 
the Company's balance sheet at June 30, 1997. The net unrealized holding 
gains at June 30, 1997, net of the estimated income tax effects and minority 
interests in the unrealized holding gains is reported as a separate component
of stockholder's equity at June 30, 1997.




                                  5

<PAGE>



                              	TSI, INC.

                 	MANAGEMENT'S DISCUSSION AND ANALYSIS
	                        OF THE INCOME STATEMENT        

                            	JUNE 30, 1997



A summary of the period to period changes in items included in the statements
of income is shown below.


                                          COMPARISON           OF             

                                       THREE MONTHS          SIX MONTHS
                                           ENDED                ENDED
                                          JUNE 30,             JUNE 30, 
                                       1997 AND 1996        1997 AND 1996
                                        INCREASES            (DECREASES)      

Revenues                           $ 70,055     9.4%    $5,701,181   367.7%   

Expenses                             (1,232)    (.3%)      542,205    66.6%

Net Income                          347,010   178.2%     3,354,038   708.8%    


Revenues increased $5,701,181 in the first six months of 1997 as compared 
with the first six months of 1996 due to the gain recognized by the Company 
on the merger of Security Bancorp with and into WesterFed Financial 
Corporation which was completed during the first quarter of 1997. The 
Company recognized a gain on the merger in the pretax amount of approximately
$5,351,000. Pursuant to the terms of the merger, the Company received 
approximately 275,000 shares of WesterFed Financial Corporation common stock 
and cash in the amount of approximately $5,351,000. During the first six 
months of 1997 the Company recognized a gain on the contribution of assets in
kind to a charitable organization in the amount of approximately $408,000. 
The gains recognized during the first six months of 1997 were the primary 
reason for the increase in revenues and the increase in net income in the 
first six months of 1997 as compared with the first six months of 1996.
Operating expenses increased $542,205 (66.6%) in the first six months of 1997
as compared with the first six months of 1996 due primarily to the 
contribution in kind by the Company of assets having a fair market value of 
approximately $525,000 to a charitable organization which resulted in an 
income tax savings to the Company in the amount of approximately $215,000. 
The provision for income tax expense increased $1,795,000 (703.9%) in the 
first six months of 1997 as compared with the first six months of 1996 due to
the increase in pretax income.




                       
                                      6

<PAGE>



                       
                                 	TSI, INC.

                                  	PART II

                            	OTHER INFORMATION


                              	JUNE 30, 1997


ITEM 1	LEGAL PROCEEDINGS

       None

ITEM 2	CHANGES IN SECURITIES

       None

ITEM 3	DEFAULTS UPON SENIOR SECURITIES

       None

ITEM 4	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          
       None

ITEM 5	OTHER INFORMATION

       None

ITEM 6	EXHIBITS AND REPORTS ON FORM 8-K

       None



                                    7

<PAGE>



                               	SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant 
caused this report to be signed on its behalf by the undersigned, thereunto 
duly authorized.





                            	 TSI, INC. 
	                            Registrant


Date:  July 28, 1997			                s/K. King          
                                         K. King
                                         Assistant Secretary-Treasurer


Date:  July 28, 1997			                s/Jerry K. Mohland       
                                         Jerry K. Mohland,
                                         Accountant





                                  8


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